When founding a new company, there are many formalities that need to be carried out and, in most cases, one of them is the registration in the Commercial Register. We say in some cases, because for individual entrepreneurs who are self-employment registration is optional and voluntary.
Aware of the many doubts that exist, at AYCE Laborytax we will tell you everything you need to know about registeringa company in the Commercial Register: what it consists of, how to do it, which companies are required, etc.
What is the Commercial Register?
The Commercial Registry is an official administrative institution with the dependence of the Ministry of Justice that has multiple functions, being the registration of newly built commercial companies one of the most important.
In the Commercial Register it is where commercial companies and entrepreneurs must register their acts,in order that such acts may be registered and publicity public.
What is registration in the Commercial Register?
Once we know what this institution is all about and what it’s for, registration in the Commercial Register serves to record the establishment of a new company, and at the same time, publicity and make such information available to natural and legal persons involved in commercial trafficking, such as banks, suppliers, investors, shareholders and public entities.
Who is required to register in the Commercial Register?
With the exception of individual entrepreneurs, where registration is voluntary, any company of new constitution is obliged to register in the Commercial Register,since registration produces the full legal capacity of the company.
On the other hand, it should be noted that most freelancers can choose to register their activity in the Commercial Register. Registration is mandatory for limited liability entrepreneurs and individual shipping employers. However, it is advisable to inform yourself properly to avoid possible penalties for non-compliance.
To make it clear, all commercial companies,which are those that aim to carry out a commercial activity, are required to register in the Commercial Register without exception.
When and how to register a company in the Commercial Register to register it?
The registration of an enterprise in the Commercial Register must be made from one month from the time the public deed is granted. It should be noted here that in some cases, such as that of commercial companies, the period may be extended to two months.
Registration in the Commercial Register must be made by the persons responsible for the company,and the place where to carry it out will depend on the domicile of the company. There are currently 52 delegations from the Commercial Register throughout Spain.
Having said that, in order to register, the application for registration in the Commercial Register must besubmitted, which must be accompanied by the following documents:
Documents for registration in the Commercial Register of newly built companies:
- COMPANY NIF (for individual entrepreneurs, ID/NIE).
- Public writing: this is the document that formalizes the constitution of a society. Individual employers must present the registration declaration.
- Model 600: a form that processes the settlement of the tax on transfer of assets.
- Certificate of working society: in those companies that are thus accredited and registered in the corresponding register.
Documents for registration in the Commercial Register of individual entrepreneurs and limited liability:
- DNI or NIE.
- High in the Census of Entrepreneurs and Professionals.
- Model 601 Settlement of the Tax on Patrimonial Transfers.
- Notary documentation.
Consequences of not registering a company in the Commercial Register if you are required to
If your company is required to be registered and, once you get the public deed of incorporation, you do not apply for registration, the society will be considered irregular,and the regulation of the company will be subject to the rules of collective or civil society, which means that it will be the partners who will have to respond to possible debts,as established in section 119 and 120 of the LSC (Capital Companies Act).
Likeever, for a company to be considered irregular, it must be one year since the granting of the deed without the application for registration, or that,before the end of the year, the company has made clear its willingness not to proceed with the registration.